Buckingham Strategic Wealth, LLC (“Buckingham”) is a fee-only investment advisor and has been providing advisory services since 1994. As of March 31, 2024, Buckingham managed $27.23 billion on a discretionary basis and $1.59 billion on a non-discretionary basis for a total of $28.82 billion assets under management. In addition, Buckingham provided services to $1.29 billion of participant-directed retirement plan assets. Buckingham is headquartered in St. Louis, MO and has 56 other locations in the following cities as of the date of this ADV filing:
• Asheville, NC • Ashland, OR • Atlanta, GA
• Austin, TX • Bend, OR • Bethesda, MD
• Boca Raton, FL • Bourbonnais, IL • Buffalo, NY
• Burlington, IA • Casper, WY • Charleston, SC
• Charleston, WV • Charlotte, NC • Cincinnati, OH
• Colorado Springs, CO • Dallas, TX • Deerfield, IL
• Denver, CO • Fairfax, VA • Farmington Hills, MI
• Fresno, CA • Garden City, NY • Grand Ledge, MI
• Hood River, OR • Houston, TX • Indian Harbor Beach, FL
• Indianapolis, IN • Irvine, CA • Kansas City, MO
• Lee's Summit, MO • Lincoln, NE • Lincoln, RI
• Livingston, NJ • Miami, FL • Middleburg, VA
• Morgan Hill, CA • Nashville, TN • New Castle, PA
• Norfolk, VA • Omaha, NE • Palo Alto, CA
• Philadelphia, PA • Pittsburgh, PA • Portland, OR
• Ridgeland, MS • Rochester Hills, MI • Salinas, CA
• Santa Rosa, CA • Scottsdale, AZ • Seattle, WA
• Southlake, TX • Walnut Creek, CA • Wyomissing, PA
• Williamston, MI Focus Financial Partners Buckingham is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, Buckingham is a wholly-owned indirect subsidiary of Focus LLC. Ferdinand FFP Acquisition, LLC is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority-owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because Buckingham is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of Buckingham. Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms, business managers and other firms (the “Focus Partners”), most of which provide wealth management, benefit consulting and investment consulting services to individuals, families, employers, and institutions. Some Focus Partners also manage or advise limited partnerships, private funds, or investment companies as disclosed on their respective Form ADVs. Advisory Services Buckingham manages investment portfolios for a wide variety of clients, including individuals/high-net-worth individuals, qualified retirement plans, charitable organizations and foundations as well as corporations. Buckingham works with clients to determine the client's specific investment objectives. These objectives may be set forth in a written Investment Policy Statement (IPS) that describes an asset allocation that conforms to a client’s risk tolerance level and expected rate of return requirements. Investment and portfolio allocation software is used to evaluate alternative portfolio designs. Buckingham evaluates clients' existing investments with respect to their IPS and works with new clients to develop a plan to transition from a client's existing portfolio to the portfolio recommended by Buckingham. Buckingham then continuously monitors clients' portfolio holdings and holds regular review meetings with clients regarding their account, as necessary. Buckingham will typically create a portfolio of passively and/or evidence-based mutual funds and, where appropriate, individual fixed income securities and closed-end funds, and can use model portfolios if the models match a client's investment policy. Buckingham will allocate a client's assets among various investments taking into consideration the client’s unique ability, need and willingness to take risk. Mutual funds or Exchange Traded Funds (ETFs) that follow a passive and/or evidence-based investment philosophy generally have low holdings turnover. Consequently, the fund expenses are generally lower than fees and expenses charged by other types of funds. Client portfolios can also include some individual equity securities but these are generally part of clients’ investment holdings prior to working with Buckingham or were purchased at a client’s direction. Buckingham manages portfolios on a discretionary and, in very limited circumstances, on a non- discretionary basis. For certain clients, in addition to managing the client’s investment portfolio, Buckingham also provides wealth management services, which are more holistic services than only investment management and include financial planning or financial consulting, such as retirement planning, charitable gift planning, college planning, estate planning, risk management counsel, assistance in the establishment of and counsel on retirement plans, and assistance with assets outside Buckingham’s direct management, among other things. For certain clients, Buckingham provides an additional service for client held-away accounts that are maintained at independent third-party custodians where Buckingham utilizes order management system to implement asset allocation or rebalancing strategies on behalf of the client for those held-away accounts. These are primarily 401(k) accounts, 529 plans and other assets Buckingham does not directly manage and is maintained by the client. Buckingham regularly reviews the current holdings and available investment options in these held-away accounts, monitors the held-away accounts, rebalances and implements the client’s investment strategies as necessary. Additional information regarding this service is contained within Item 5. For clients with a larger fixed income allocation, Buckingham generally recommends customized, laddered bond portfolios to clients. In such situations, Buckingham will typically request discretionary authority from clients to manage their fixed income assets. Discretionary authority is necessary to enable Buckingham to purchase such assets in a timely manner when they are available at quoted prices. Complete customized, laddered fixed income portfolios generally require a minimum level of assets allocated to fixed income. Low-cost passively managed fixed income mutual funds are typically used for smaller allocated amounts. Buckingham regularly monitors credit ratings of client account holdings as reported by Moody’s, Standard and Poor and/or Fitch. Buckingham can, at its discretion, maintain or sell securities based on transaction costs and other investment considerations. It is the firm’s policy to hold most, but not all, fixed income assets in client portfolios until maturation absent a material change in credit quality or other investment decisions such as tax-loss harvesting opportunities. Additionally, for clients holding certificate of deposits (CDs), Buckingham has regular credit surveillance of the banking institution holding the deposit as well as regularly monitors the total CD positions to ensure principal invested in CDs does not exceed FDIC insurance limits. For accounts linked by the same tax-payer identification number, Buckingham examines CD positions within accounts under Buckingham’s management to look for breaches of FDIC insurance limits on principal invested in CDs. The firm does not monitor for CD positions held away from Buckingham. If clients hold CD positions elsewhere, it is their duty to inform Buckingham. In certain unique circumstances or if requested by a client, Buckingham will allocate a portion of a portfolio to an independent third-party investment advisor (“separate account manager”) for separate account management based upon individual client circumstances and objectives, including, but not limited to, client account size, investment strategy and tax circumstances. Upon the recognition of such situations, Buckingham will enter into a tri-party agreement with the client and separate account manager for the management of those securities. Buckingham will monitor the performance of the selected separate account manager(s). If Buckingham determines that a particular selected separate manager(s) is not providing sufficient management services to the client, or is not managing the client's portfolio in a manner

consistent with the client's personal investment guidelines or asset allocation, Buckingham will remove the client's assets from that selected separate account manager(s) and place the client's assets with another investment manager(s) at Buckingham’s discretion (for discretionary accounts). In certain circumstances or if requested by a client, Buckingham will help open and maintain a non-managed or accommodation account for clients. These are situations where Buckingham has a limited power of attorney authority on the account but the client acknowledges that they will not receive the benefit of Buckingham’s investment management services. Buckingham does not make recommendations on these accounts and does not provide investment services to these accounts or take any action unless specifically directed by the client. Financial Planning Services As a complement to our investment management services, Buckingham provides advice in the form of financial planning, that is geared toward integrating a client’s full financial circumstances as part of a holistic wealth services, but on limited occasions can be standalone financial planning or financial consulting services. In general, the financial plan or financial consulting services will address any or all of the following areas of concern:
• Personal: Family records, budgeting, personal liability, estate information and financial goals
• Professional: Cash flow expectations, debt structure, transition planning and office space lease vs buy decisions
• Education: 529 plans and general assistance in preparing to meet dependents’ continuing educational needs
• Tax & Cash Flow: Income tax, spending analysis and planning for past, current and future years
• Death and Disability: Cash needs at death, income needs of surviving dependents, estate planning and disability income analysis
• Retirement: Analysis of current strategies and investment plans to help the client achieve his or her retirement goals
• Investments: Analysis of investment alternatives and their effect on a client’s portfolio
• Divorce Planning: Assistance with financial issues and decisions that face couples in process of divorce Information gathered includes a client's current financial status, future goals and attitudes toward risk. Should a client choose to implement the recommendations contained in the plan, Buckingham suggests the client work closely with his/her attorney, accountant and/or insurance agent. Implementation of financial plan recommendations is entirely at the client's discretion. Financial planning recommendations are of a generic nature and are not limited to any specific product or service offered by a broker dealer or insurance company. Practice Integrated Wealth Management As a complement to our investment advisory services, Buckingham also provides financial planning services to dentists that is geared toward integrating their personal and professional lives and goals (Practice Integrated Wealth Management - PIWM). PIWM services generally include the financial plan or financial consulting services include any or all of the areas within the financial planning services and also may include analysis or planning specific to a dental practice, including cash-flow strategies, equipment cost analysis, retirement plan design and business continuity planning for the practice. Family Budget Consulting Services As a complement to our investment advisory services, Buckingham provides advice in the form of family budget consulting services, which typically includes designing a budget plan and comprehensive data analysis, including cash flow and income statement. Implementation of any budget-related recommendations are entirely at the client's discretion. Business Solutions Buckingham also provides business solutions services to business owners. In general, the business solutions services into three primary categories:
• Business Valuations;
• Value Enhancement; and
• Succession Planning. Employee Benefit Retirement Plan Services Buckingham also provides advisory services to retirement plans using the third-party administration services of certain retirement plan service providers. For such clients, Buckingham will analyze the plan's current investment platform, and assist the plan in creating an investment policy statement defining the types of investments to be offered and the restrictions that will be imposed. Buckingham will recommend investment options to achieve the plan's objectives, provide participant education meetings and monitor the performance of the plan's investment vehicles. Buckingham will periodically review plans' investment vehicles and investment policy statements, and will recommend changes in the plan's investment vehicles, as appropriate, from time to time. Buckingham does also serve in the capacity of “investment manager” to certain retirement plans. In such circumstances, Buckingham will additionally accept discretion to select available investments for the plan as well as create managed portfolios and make them available to plan participants. Buckingham also offers the Buckingham Retirement Solutions platform in coordination with its affiliate Buckingham Strategic Partners, LLC (BSP). Through Buckingham Retirement Solutions, Buckingham provides those services as described above with the direct support of BSP. Clients choosing Buckingham Retirement Solutions will engage both Buckingham and BSP, which will provide to the client additional discretionary investment management services. In Buckingham Retirement Solutions, BSP will exercise discretionary authority to select the plan investments made available to plans’ participants. Plan participants can select either a managed portfolio or construct their own customized portfolio from the funds made available within the plan. BSP will have discretion over the funds to be made available in the plan at any given time. Buckingham will continue to work with plans to monitor plan investments, provide fiduciary plan advice, including regular considerations of the goals and objectives of the plan, and provide participant education services to the plan. Sub-Advisory Services Buckingham also acts as a sub-advisor to other independent registered investment advisors and their clients. Sub-advisory services are normally provided to the clients of independent investment advisors participating in the turnkey asset management services program offered by Buckingham's affiliate, BSP. As a sub-advisor, Buckingham is hired by the independent investment advisor to provide individual account management, often for fixed income securities, to the independent investment advisor's clients. The independent investment advisor will work with the client to determine an appropriate allocation of assets for sub-advisory services and monitor the advisory services of Buckingham. Buckingham's sub-advisory services can also include the following, as applicable:
• Analyze client's existing portfolio;
• Recommend strategies for client's portfolio;
• Assist the client in creating an Investment Policy Statement to guide Buckingham in implementing the approved investment strategy;
• Implement the investment strategy pursuant to investment discretion delegated by the independent investment advisor;
• Monitor performance of the sub-advisory account;
• Provide client with quarterly reports showing positions and performance; and
• Meet in person with client, as requested by client. Organizational Oversight Buckingham has instituted various levels of oversight to ensure its professionals adhere to the firm’s policies and procedures and standards of business conduct. The Board of Directors manages and supervises the overall strategic direction of the firm. The professionals on the firm’s executive leadership team manage and supervise the overall day-to-day business operations of the firm. The professionals on the Board of Directors and executive leadership team oversee all aspects of the business. The firm’s Investment Policy Committee oversees the overall investment strategy advice being provided to clients and is responsible for guiding the firm’s investment philosophy, approving or recommending specific investments and ensuring that investment decisions are consistent with firm’s research and strategy. No Legal or Public Accounting Advice While certain associates of Buckingham are licensed attorneys or certified public accountants and certain associates of Buckingham engage in outside public accounting activities, Buckingham is not a law firm or a public accounting firm and does not provide any legal or public accounting advice. Clients should seek the counsel of a qualified certified public accountant and/or attorney when necessary.